UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

(Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2024

Commission File Number: 001-13742

ICL GROUP LTD.

(Exact name of registrant as specified in its charter)

ICL Group Ltd.

Millennium Tower

23 Aranha Street

P.O. Box 20245

Tel Aviv, 61202 Israel

(972-3)684-4400

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F Form 40-F

ICL GROUP LTD.

EXPLANATORY NOTE

ICL Group Ltd. (the "Company") is filing this Amendment No. 1 to amend its Report on Form 6-K furnished with the U.S. Securities and Exchange Commission (the "SEC") on May 31, 2024 (the "Original Report"), which contained the Company's Notice and Proxy Statement for the 2024 Annual General Meeting of Shareholders of the Company (collectively, the "Proxy Statement") to be held on July 17, 2024, at 10:00 a.m. (Israel time) (the "Meeting"). This Amendment No. 1 is being filed solely for the purpose of updating the Board of Directors' skills matrix included in the Proxy Statement, which inadvertently omitted to indicate certain skills of Dr. Miriam Haran, who is being nominated at the Meeting for re-election to serve as an external director, within the meaning of the Israeli Companies Law, 1999, for a second three-year term. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, restate, or update information contained in the Proxy Statement or the Original Report (or in any of the exhibits thereto), or reflect any events that have occurred after the Original Report was originally furnished to the SEC.

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated February 28, 2022 (Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

ICL GROUP LTD.

1. Notice of Annual Meeting of Shareholders and Proxy Statement, dated May 31, 2024

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ICL Group Ltd. published this content on 03 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2024 15:07:06 UTC.